Net Sublicensing Revenue. Any and all payments received by Company from Sublicensees in consideration for granting such Sublicensees a sublicense of the rights granted to Company under this Agreement, including, without limitation, sublicense issue fees, lump sum payments, option fees, milestone payments (but only to the extent such milestone payments are in excess of the milestone payments required to be paid by Company under this Agreement) or other similar payments, provided, however, that Net Sublicensing Revenue... shall exclude (i) payments made to finance research and development of Products, including without limitation, those payments intended to pay for the purchase or use of equipment, supplies, products or services, and/or the use of employees and/or consultants, (ii) payments made by a Sublicensee in consideration of the issuance by Company of equity or debt securities and not in consideration of the sublicense of rights under this Agreement, (iii) and royalties on Net Sales. To the extent Company receives compensation for both a grant of a sublicense of rights granted under this Agreement and the grant of other rights or licenses or undertaking of other obligations, such compensation will be reasonably apportioned between that amount attributable to the sublicense of rights granted hereunder, which shall be deemed Net Sublicensing Revenue, and that amount attributable to the grant of other rights or licenses or undertaking of other obligations, which shall be excluded from Net Sublicensing Revenue, such apportionment to be reasonably agreed upon by the parties. However, if the parties cannot agree upon such apportionment, senior management from each party will meet to discuss such apportionment and if senior management is unable to reach agreement, each party will select an independent expert with experience in valuation on intellectual property licenses in biotechnology, and the experts so chosen will agree upon such apportionment which shall be final and binding on the parties.View More
